ZHJD / Intelligent Hotel Group Ltd - SEC-arkivering, Årsberetning, Fuldmagtserklæring

EX-3.2

Exhibit 3.2

EX-3.1

Exhibit 3.1

EX-3.3

Exhibit 3.3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 5, 2025 Intelligent Hot

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 5, 2025 Intelligent Hotel Group Ltd (Exact Name of Registrant as Specified in Charter) Nevada 333-252500 61-1948707 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-252500 Intelligent Hotel Gro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-252500 NOTIFICATION OF LATE FILING CUSIP NUMBER 984213108 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-252500 Intelligent Hotel Gr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-252500 Intelligent Hotel Group Ltd

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 24, 2025 Intelligent Hotel G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 24, 2025 Intelligent Hotel Group Ltd (Exact Name of Registrant as Specified in Charter) Nevada 333-252500 61-1948707 (State or Other Jurisdiction of Incorporation) (Commission Fi

Amendment No.1 to Securities Transfer Agreement

Exhibit 10.1 AMENDMENT NO. 1 TO SECURITIES TRANSFER AGREEMENT THIS AMENDMENT NO. 1 TO SECURITIES TRANSFER AGREEMENT (this “Amendment”) is dated as of June 24, 2025, by and among Intelligent Hotel Group Ltd. (previously known as YCQH Agricultural Technology Co. Ltd) (the “Company”), WANG Min (the “Seller”), a shareholder of the Company, and YIN Yixuan (the “Buyer”), and amends that certain Securiti

Disposal Agreement

Exhibit 10.1 SCQC Agricultural Co. Limited EQUITY TRANSFER AGREEMENT Transferor (hereinafter referred to as “Party A”): YCWB Agricultural Technology Co. Limited Transferee (hereinafter referred to as “Party B”): Chenjiang Zhang Through friendly consultation and adhering to the principles of equality and voluntariness, Party A and Party B have reached the following agreement regarding the transfer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 17, 2025 Intelligent Hotel

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 17, 2025 Intelligent Hotel Group Ltd (Exact Name of Registrant as Specified in Charter) Nevada 333-252500 61-1948707 (State or Other Jurisdiction of Incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-252500 NOTIFICATION OF LATE FILING CUSIP NUMBER 984213108 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans

By-laws (incorporated by reference to Exhibit 3.2 to the Registrant’s current report on Form 8-K (Commission File No. 333-252500) filed on May 8, 2025).

Exhibit 3.2 BY-LAWS OF Intelligent Hotel Group Ltd (a Nevada corporation) ARTICLE I CERTIFICATES OF STOCK Section 1. Certificates Representing Stock. (a) Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assis

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 6, 2025 Intelligent Hotel Group Ltd (Exact Name of Registrant as Specified in Charter) Nevada 333-252500 61-1948707 (State or Other Jurisdiction of Incorporation) (Commission File

Certificate of Amendment

Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 15, 2025 YCQH AGRICULTURAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 15, 2025 YCQH AGRICULTURAL TECHNOLOGY CO. LTD (Exact Name of Registrant as Specified in Charter) Nevada 333-252500 61-1948707 (State or Other Jurisdiction of Incorporation) (Com

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 9, 2024 YCQH AGRICULTURAL TECHNOLOGY CO. LTD (Exact Name of Registrant as Specified in Charter) Nevada 333-252500 61-1948707 (State or Other Jurisdiction of Incorporation) (C

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 30, 2024 YCQH AGRICULTURAL TECHNOLOGY CO. LTD (Exact Name of Registrant as Specified in Charter) Nevada 333-252500 61-1948707 (State or Other Jurisdiction of Incorporation) (

Resignation Letter

Exhibit 17.1 RESIGNATION LETTER I hereby submit this formal notice of resignation from my positions at YCQH Agricultural Technology Co. Ltd., effective November 30, 2024: 1.Effective Date of Resignation. I, the undersigned, hereby resign from any and all of my positions with YCQH Agricultural Technology Co. Ltd. (its subsidiaries and affiliates, collectively, the “Company”), including but not limi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 25, 2024 YCQH AGRICULTURAL TECHNOLOGY CO. LTD (Exact Name of Registrant as Specified in Charter) Nevada 333-252500 61-1948707 (State or Other Jurisdiction of Incorporation)

Securities Transfer Agreement

EX-10.1 2 ex10-1.htm Exhibit 10.1 SECURITIES TRANSFER AGREEMENT This Securities Transfer Agreement (the “Agreement”) is dated as of November 30th, 2024 (the “Effective Date”), by and among YCQH Agricultural Technology Co. Ltd, a Nevada corporation incorporated under the laws of the State of Nevada on October 15, 2019 (the “Company”), Ms. Wang Min, President, Secretary, Treasurer, Chief Executive O

Employment Agreement

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of November 29th, 2024 (the “Effective Date”), by and between YCQH Agricultural Technology Co. Ltd., incorporated under the laws of the State of Nevada (the “Company”), and Yixuan Yin, an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the te

Resignation Letter

Exhibit 17.1 RESIGNATION LETTER I hereby submit this formal notice of resignation from my positions at YCQH Agricultural Technology Co. Ltd., effective November 30, 2024: 1.Effective Date of Resignation. I, the undersigned, hereby resign from any and all of my positions with YCQH Agricultural Technology Co. Ltd. (its subsidiaries and affiliates, collectively, the “Company”), including but not limi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 25, 2024 YCQH AGRICULTURAL TECHNOLOGY CO. LTD (Exact Name of Registrant as Specified in Charter) Nevada 333-252500 61-1948707 (State or Other Jurisdiction of Incorporation) (

Employment Agreement

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of November 29th, 2024 (the “Effective Date”), by and between YCQH Agricultural Technology Co. Ltd., incorporated under the laws of the State of Nevada (the “Company”), and Yixuan Yin, an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the te

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-252500 YCQH AGRICULTURA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-252500 NOTIFICATION OF LATE FILING CUSIP NUMBER 984213108 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-252500 YCQH AGRICULTURAL TEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-252500 NOTIFICATION OF LATE FILING CUSIP NUMBER 984213108 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

Letter from Onestop Assurance PAC to the U.S. Securities and Exchange Commission dated July 22, 2024

Exhibit 16.1 July 22, 2024 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: We have read the statements made by YCQH Agricultural Technology Co. Ltd included under Item 4.01(a) of its Form 8-K dated July 22, 2024. We agree with the statements concerning our firm under Item 4.01(a). We are not in a position to agree or d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2024 YCQH AGRICULTURAL TECHNOLOGY CO. LTD (Exact name of registrant as specified in its charter) Nevada 333-252500 61-1948707 (State or other jurisdiction of incorporation) (

YCQH AGRICULTURAL TECHNOLOGY CO. LTD Announces Change of Auditor

Exhibit 99.1 YCQH AGRICULTURAL TECHNOLOGY CO. LTD Announces Change of Auditor WUHAN, CHINA, July 22, 2024 - YCQH Agricultural Technology Co. Ltd, (“YCQH” or the “Company”) (OTCMKTS: YCQH), a Nevada corporation, today announces it decided to change its auditor from Onestop Assurance PAC (the “Former Accountant”) to Simon & Edward, LLP (the “New Accountant”). On July 22, 2024, the Company was notifi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-252500 YCQH AGRICULTURAL TE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-252500 YCQH AGRICULTURAL TECHNOLOGY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-252500 YCQH AGRICULTURA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-252500 YCQH AGRICULTURAL TEC

June 2, 2023

June 2, 2023 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporations Finance 100 F Street, N.E. Washington, D.C. 20549 Re: YCQH Agricultural Technology Co. Ltd Form 10-K for the Fiscal Year Ended December 31, 2022 Filed March 30, 2023 File No. 333-252500 To the men and women of the SEC: On behalf of YCQH Agricultural Technology Co. Ltd., (“we”, “us”, or the “Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2022 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-252500 YCQH AGRIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-252500 YCQH AGRICULTURAL TE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-252500 YCQH AGRICULTURAL TECHNOLOGY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-252500 YCQH AGRICULTURA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-252500 YCQH AGRICULTURAL TEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-252500 YCQH AGRICULTURAL TE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 333-252500 YCQH AGRICULTURAL TECHNOLOG

Audit Alliance LLP Letter

Exhibit 16.1

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 24, 2022 YCQH AGRICULTURAL TECHNOLOGY CO.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-252500 YCQH AGRICULTURA

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 31, 2021 YCQH AGRICULTURAL TECHNOLOGY CO.

CONSENT IN WRITING OF BOARDS OF DIRECTORS OF YCQH AGRICULTURAL TECHNOLOGY CO. LTD IN LIEU OF AN ORGANIZATIONAL MEETING August 31, 2021

EX-99.1 2 ex99-1.htm Exhibit 99.1 CONSENT IN WRITING OF BOARDS OF DIRECTORS OF YCQH AGRICULTURAL TECHNOLOGY CO. LTD IN LIEU OF AN ORGANIZATIONAL MEETING August 31, 2021 Pursuant to Sections 78.315 and 78.320 of the Nevada Revised Statutes, the undersigned being the Director of YCQH AGRICULTURAL TECHNOLOGY CO. LTD, a Nevada corporation (the “Company”), do hereby authorize, approve, and consent to t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-252500 YCQH AGRICULTURAL TEC

June 23, 2021

June 23, 2021 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporations Finance 100 F Street, N.E. Washington, D.C. 20549 Re: YCQH Agricultural Technology Co. Ltd Form S-1/A Filed June 3, 2021 File No. 333-252500 To the men and women of the SEC: Acceleration Request: We, YCQH Agricultural Technology Co. Ltd (the “Registrant”) hereby requests that the Securities and Ex

SUBSCRIPTION AGREEMENT

EX-99.1 9 subscriptionsampleycqh.htm SAMPLE SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT The undersigned (the “Subscriber”), desires to become a holder of common shares (the “Shares”) of YCQH Agricultural Technology Co. Ltd., a corporation organized under the laws of the state of Nevada (the “Company”); one share of Common Stock has a par value $0.0001 per share. Accordingly, the Subscriber hereb

June 3, 2021

June 3, 2021 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporations Finance 100 F Street, N.E. Washington, D.C. 20549 Re: YCQH Agricultural Technology Co. Ltd Registration Statement on Form S-1/A Filed April 27, 2021 File No. 333-252500 To the men and women of the SEC: On behalf of YCQH Agricultural Technology Co. Ltd., (“we”, “us”, or the “Company”), are filing th

Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement on Form S-1 (Commission File No. 333-252500) filed on June 3, 2021).

EX-3.1 3 articles.htm CERTIFICATE OF INCORPORATION

Bio-Carbon-Based Fertilizer (“BCBF”) Purchase and Sales Agreement

Bio-Carbon-Based Fertilizer (?BCBF?) Purchase and Sales Agreement Party A: SCQC Agricultural Co.

Storage & Logistic Agreement

Storage & Logistic Agreement Party A: Sichuan Province Bashan Bei Brother Logistic Limited Party B: SCQC Agricultural Co.

By-laws (incorporated by reference to Exhibit 3.2 to the Registrant’s registration statement on Form S-1 (Commission File No. 333-252500) filed on June 3, 2021).

BY-LAWS OF YCQH AGRICULTURAL TECHNOLOGY CO. LTD (a Nevada corporation) ARTICLE I CERTIFICATES OF STOCK Section 1. Certificates Representing Stock. (a) Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A AMENDMENT NO. 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT YCQH Agricultural Technology Co. Ltd (Exact name of registrant as specified in i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A AMENDMENT NO. 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT YCQH Agricultural Technology Co. Ltd (Exact name of registrant as specified in its charter) Date: June 3, 2021 Nevada 2870 61-1948707 (State or Other Jurisdiction of Incorporation) (Primary Standard Classification Code) (IRS Emplo

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT The undersigned (the ?Subscriber?), desires to become a holder of common shares (the ?Shares?) of YCQH Agricultural Technology Co.

Bio-Carbon-Based Fertilizer (“BCBF”) Purchase and Sales Agreement

Bio-Carbon-Based Fertilizer (?BCBF?) Purchase and Sales Agreement Party A: SCQC Agricultural Co.

Storage & Logistic Agreement

EX-10.2 7 ex102.htm STORAGE AND LOGISTIC AGREEMENT - TRANSLATED INTO ENGLISH Storage & Logistic Agreement Party A: Sichuan Province Bashan Bei Brother Logistic Limited Party B: SCQC Agricultural Co. Limited Based on the principles of equality, both parties have reached the following terms and conditions after mutual agreement in accordance with “Contract Law of the People's Republic of China” and

BY-LAWS YCQH AGRICULTURAL TECHNOLOGY CO. LTD (a Nevada corporation) ARTICLE I CERTIFICATES OF STOCK

EX-3.2 4 bylaws.htm BY-LAWS BY-LAWS OF YCQH AGRICULTURAL TECHNOLOGY CO. LTD (a Nevada corporation) ARTICLE I CERTIFICATES OF STOCK Section 1. Certificates Representing Stock. (a) Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by

EX-3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A AMENDMENT NO. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT YCQH Agricultural Technology Co. Ltd (Exact name of registrant as specified in i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A AMENDMENT NO. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT YCQH Agricultural Technology Co. Ltd (Exact name of registrant as specified in its charter) Date: April 27, 2021 Nevada 2870 61-1948707 (State or Other Jurisdiction of Incorporation) (Primary Standard Classification Code) (IRS Emp

April 27, 2021

April 27, 2021 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporations Finance 100 F Street, N.E. Washington, D.C. 20549 Re: YCQH Agricultural Technology Co. Ltd Registration Statement on Form S-1/A Filed April 16, 2021 File No. 333-252500 To the men and women of the SEC: On behalf of YCQH Agricultural Technology Co. Ltd., (?we?, ?us?, or the ?Company?), are respond

BY-LAWS YCQH AGRICULTURAL TECHNOLOGY CO. LTD (a Nevada corporation) ARTICLE I CERTIFICATES OF STOCK

EX-3.2 4 bylaws.htm BY-LAWS BY-LAWS OF YCQH AGRICULTURAL TECHNOLOGY CO. LTD (a Nevada corporation) ARTICLE I CERTIFICATES OF STOCK Section 1. Certificates Representing Stock. (a) Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by

April 16, 2021

CORRESP 19 filename19.htm April 16, 2021 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporations Finance 100 F Street, N.E. Washington, D.C. 20549 Re: YCQH Agricultural Technology Co. Ltd Registration Statement on Form S-1/A Filed April 1, 2021 File No. 333-252500 To the men and women of the SEC: On behalf of YCQH Agricultural Technology Co. Ltd., (“we”, “us”, or th

EX-3.1

EX-3.1 3 articles.htm CERTIFICATE OF INCORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A AMENDMENT NO. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT YCQH Agricultural Technology Co. Ltd (Exact name of registrant as specified in i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A AMENDMENT NO. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT YCQH Agricultural Technology Co. Ltd (Exact name of registrant as specified in its charter) Date: April 16, 2021 Nevada 2870 61-1948707 (State or Other Jurisdiction of Incorporation) (Primary Standard Classification Code) (IRS Emp

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT The undersigned (the “Subscriber”), desires to become a holder of common shares (the “Shares”) of YCQH Agricultural Technology Co.

Storage & Logistic Agreement

EX-10.2 7 ex102.htm STORAGE AND LOGISTIC AGREEMENT - TRANSLATED INTO ENGLISH Storage & Logistic Agreement Party A: Sichuan Province Bashan Bei Brother Logistic Limited Party B: SCQC Agricultural Co. Limited Based on the principles of equality, both parties have reached the following terms and conditions after mutual agreement in accordance with “Contract Law of the People's Republic of China” and

Bio-Carbon-Based Fertilizer (“BCBF”) Purchase and Sales Agreement

Bio-Carbon-Based Fertilizer (?BCBF?) Purchase and Sales Agreement Party A: SCQC Agricultural Co.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A AMENDMENT NO. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT YCQH Agricultural Technology Co. Ltd (Exact name of registrant as specified in i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A AMENDMENT NO. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT YCQH Agricultural Technology Co. Ltd (Exact name of registrant as specified in its charter) Date: April 1, 2021 Nevada 2870 61-1948707 (State or Other Jurisdiction of Incorporation) (Primary Standard Classification Code) (IRS Empl

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT The undersigned (the ?Subscriber?), desires to become a holder of common shares (the ?Shares?) of YCQH Agricultural Technology Co.

April 1, 2021

April 1, 2021 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporations Finance 100 F Street, N.E. Washington, D.C. 20549 Re: YCQH Agricultural Technology Co. Ltd Registration Statement on Form S-1 Filed January 28, 2021 File No. 333-252500 To the men and women of the SEC: On behalf of YCQH Agricultural Technology Co. Ltd., (“we”, “us”, or the “Company”), are respondi

BY-LAWS YCQH AGRICULTURAL TECHNOLOGY CO. LTD (a Nevada corporation) ARTICLE I CERTIFICATES OF STOCK

EX-3.2 4 bylaws.htm BY-LAWS BY-LAWS OF YCQH AGRICULTURAL TECHNOLOGY CO. LTD (a Nevada corporation) ARTICLE I CERTIFICATES OF STOCK Section 1. Certificates Representing Stock. (a) Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by

EX-3.1

Bio-Carbon-Based Fertilizer (“BCBF”) Purchase and Sales Agreement

Bio-Carbon-Based Fertilizer (“BCBF”) Purchase and Sales Agreement Party A: SCQC Agricultural Co.

Storage & Logistic Agreement

Storage & Logistic Agreement Party A: Sichuan Province Bashan Bei Brother Logistic Limited Party B: SCQC Agricultural Co.

SUBSCRIPTION AGREEMENT

EX-99.1 8 subscriptionsampleycqh.htm SAMPLE SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT The undersigned (the “Subscriber”), desires to become a holder of common shares (the “Shares”) of YCQH Agricultural Technology Co. Ltd., a corporation organized under the laws of the state of Nevada (the “Company”); one share of Common Stock has a par value $0.0001 per share. Accordingly, the Subscriber hereb

BY-LAWS YCQH AGRICULTURAL TECHNOLOGY CO. LTD (a Nevada corporation) ARTICLE I CERTIFICATES OF STOCK

BY-LAWS OF YCQH AGRICULTURAL TECHNOLOGY CO. LTD (a Nevada corporation) ARTICLE I CERTIFICATES OF STOCK Section 1. Certificates Representing Stock. (a) Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistan

Storage & Logistic Agreement

Storage & Logistic Agreement Party A: Sichuan Province Bashan Bei Brother Logistic Limited Party B: SCQC Agricultural Co.

EX-3.1

EX-3.1 2 articles.htm CERTIFICATE OF INCORPORATION

Bio-Carbon-Based Fertilizer (“BCBF”) Purchase and Sales Agreement

EX-10.1 5 ex101.htm PURCHASE AND SALES AGREEMENT - TRANSLATED INTO ENGLISH Bio-Carbon-Based Fertilizer (“BCBF”) Purchase and Sales Agreement Party A: SCQC Agricultural Co. Limited Party B: Pingchang Lingfeng Agricultural Development Co., Ltd. In accordance with “Contract Law of the People's Republic of China” and relevant laws and regulations, both parties have reached the following terms and cond

Registration Statement - S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT YCQH Agricultural Technology Co. Ltd (Exact name of registrant as specified in its charter) Date: January 28, 2021 Nevada 2870 61-1948707 (State or Other Jurisdiction of Incorporation) (Primary Standard Classification Code) (IRS Employer Identifica